


Captain of this Ship

by ChocolateCookieCream



Category: Captain Marvel (2019), Marvel Cinematic Universe, The Avengers (Marvel Movies), Thor (Movies)
Genre: Anal Fingering, Anal Sex, BAMF Brunnhilde | Valkyrie (Marvel), BAMF Carol Danvers, Blow Jobs, Breast Fucking, Doggy Style, Dominance, F/F, Facials, Femslash, Foot Jobs, Girl Penis, Innocent Peter Parker, Intersex, Kissing, Large Cock, Lesbian Sex, Power Play, Public Blow Jobs, Public Sex, Rimming, Spanking, Vaginal Fingering
Language: English
Status: Completed
Published: 2020-05-17
Updated: 2020-05-17
Packaged: 2021-03-02 21:01:04
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,211
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24233239
Author URL: https://archiveofourown.org/users/ChocolateCookieCream/pseuds/ChocolateCookieCream
Summary: An innocent comment from Peter Parker results in Carol and Valkyrie trying to see who is the top and bottom in their relationship. PWP. Very M-rated smut. G!P Carol Danvers x Valkyrie.
Relationships: Brunnhilde | Valkyrie/Carol Danvers
Comments: 4
Kudos: 86





	Captain of this Ship

''So what do you think of doughnuts, Miss Valkyrie?''

''They're good…and just Valkyrie will do, Spider-Man.''

''Oh, you can call me Peter…or Peter Parker, or Spider-Man works if that's what you want to use.''

Carol Danvers rolled her eyes in amusement as Peter got himself all flustered trying to address his intergalactic guest. It didn't matter how many times Captain Marvel's space girlfriend visited, the webslinger was always a bundle of nerves when trying to speak with another hero. It was endearing. She still couldn't believe that Peter somehow got Valkyrie to try doughnuts. And yet, here they were, the three of them sitting on the edge of a skyscraper overlooking New York city.

The day was slow and calm, meaning that Peter didn't have much to do, so he happened to come along with Carol and Valkyrie for a small patrol. Though, it was honestly just an excuse for him to hang out with other superheroes.

Once Valkyrie finished the last of her tasty snack, she licked her fingers and turned to Carol. ''How come you've never taken me on a doughnut date?''

''You've never asked.'' Carol replied sarcastically.

''Oh, that old excuse.'' Valkyrie laughed. ''You expect me to give you a tour of the cosmos, and yet on one little planet I have to rely on a kid to show me around. No offence.'' She quickly added to Peter.

''None taken,'' Peter said. ''It's so cool that you two can just hop on a spaceship and go anywhere you want.''

''I don't need a spaceship to fly.'' Carol teased.

Valkyrie smirked. ''Here we go again. You always think you're so fantastic don't you, Captain Marvel.''

''Are you saying I'm not special?'' Carol arched her brow at her girlfriend. Their eye contact was sizzling, even with Peter sitting in between them, lowering his head and slurping down on his slushy, curious to know where this conversation was going. ''I am the Top Gun after all.''

''Am I supposed to know what that means?'' Valkyrie asked.

Peter turned to her. ''It's a movie about pilots…'' he then paused and looked at Carol in disbelief. ''You haven't made Valkyrie watch Top Gun?''

Carol shrugged. ''She's not a movie person. Besides, with her watching New Asgard, time has been limited lately.''

The three of them sat in silence for a moment before Valkyrie snickered under her breath. It was quiet, but Peter and Carol were able to hear her. With a mischievous grin, she stared at Carol. ''Top Gun, huh? Suppose you need something to tell you that you're a top.''

Carol arched her brow at her girlfriend. ''Excuse me?''

''It's the honest truth, you may be called a captain, but you're not captain of this ship.''

''Oh really?''

As the two of them locked eyes, Peter suddenly felt the urge to leave as soon as possible. Swiftly, he downed the last of his slushy and pulled his mask back over his head. ''Gasp, my spider sense is going off. You two wait here while I go way over there and scope out what is happening.'' Without giving either woman a chance to react, he leapt off the side of the building and began to swing across the cityscape, leaving Carol and Valkyrie sitting alone on the roof.

Once he was gone, Carol and Valkyrie stood up and walked towards the center of the roof. They stepped closer, eyeing each other like heated rivals ready to take each other down.

''You think you can top me?'' Carol asked.

''I always have you squirming beneath me.''

''Your memory must be fuzzy. Then again, after I'm through with you, you sometimes can't even remember what planet you're on.''

Valkyrie glanced at their surroundings before turning her sultry gaze back onto Carol. ''We're alone. Do you want to show me if you're really Top Gun?''

Carol stepped forward, reached around to grab the back of Valkyrie's head and pulled her in to kiss her passionately on the lips. Valkyrie moaned at the sudden kiss, but she was quick to respond. Her tongue probed Carol's lips just as Carol was doing the same thing. Their tongues danced around each other's, exploring the other woman's mouth and enjoying the pleasant taste. Their hands roamed around, feeling each other's strong bodies and pulling each other closer until they were pressed together.

The fear of being caught didn't bother them in the slightest. In fact, it excited them. Anyone could stumble on them getting frisky in broad daylight in the middle of one of the most packed cities in the world. It wouldn't be the first time they've been seen. Valkyrie was quite amused whenever she would hear whispers of her and Carol's time together trending on the web. They both felt quite proud to know they could stir so many pots.

Valkyrie could feel Carol's breasts pressing against her own through their attire. Not wanting to feel like Carol was getting the upper hand, she thrust her hips forward so that she was grinding herself between Carol's legs. She smirked when she heard Carol groan against her lips and also felt her girlfriend's cock begin to harden. It still amazed her that Carol's costume was somehow able to keep her immense size hidden. But with their bodies so close together, Valkyrie could feel the shaft growing inch by inch until she was show that her girlfriend was at her full length, reaching just over 12 inches.

Carol pulled back, breathing hard as Valkyrie stared at her with a hard smile. Carol tried not to shiver at that look, tried not to let her girlfriend know how aroused she was feeling. Reaching down, she began to tug on Valkyrie's uniform and pull it down. For almost anyone else in the universe, it would be a near impossible task to pull off Valkyrie's costume like this, but with Carol's strength, it was simply a kink that both of them enjoyed greatly. In a flash, Carol pulled down Valkyrie's pants, revealing her smooth and slender legs to the world.

Valkyrie shivered as Carol practically ripped her clothes off. She had no time to respond as Carol then knelt down and put her face right in front of Valkyrie's pussy. The king of Asgard gasped in anticipation, forming a wide smile as she felt Carol's breath brush against her skin. She looked down at Carol and pushed her hips forward, bringing her glistening pussy closer to Carol's mouth. However, Carol wanted to tease her first. She pulled her head away and instead brushed her finger along Valkyrie's entrance. Her arousal trickled down Carol's finger. After that, she then sucked her finger clean, getting a taste of Valkyrie's juices.

''Fuck it!'' Valkyrie grunted. She gripped Carol's hair and then pulled her in, pressing Carol's mouth against her pussy. Valkyrie moaned in delight, closing her eyes and tilting her head back as she felt Carol's lips kiss her between her legs.

Carol hummed, enjoying her girlfriend's sweet taste. Her tongue licked over Valkyrie's pussy, probing her and lapping up her flowing juices. She then brought her fingers up again, teasing Valkyrie by gently pushing two fingers inside. Valkyrie trembled as Carol continued to eat her out while thrusting her fingers inside before pulling them out and repeating the motion a few times. Valkyrie felt her legs shaking, but she still held onto Carol's head and grinded her pussy against Carol's face.

Suddenly, Carol then pulled away, leaving Valkyrie feeling shocked and neglected. ''Carol?'' Valkyrie questioned, still jerking her hips back and forth to try and feel some relief, but Carol wasn't taking the bait.

Carol licked her lips and stood up, giving Valkyrie a perfect view of her girlfriend's drenched face, covered in her juices. ''I'm the one in control!''

Valkyrie shivered at the seductive smirk that appeared on Carol's face. As she began to wonder what Carol had planned for her, the Avenger placed her hands on Valkyrie's shoulders and pushed her down so that she was on her kneels, facing the prominent bulge between Carol's legs. Carol kept her hand on Valkyrie's face, rubbing her cheek with her thumb. Valkyrie parted her lips and then turned her head slightly so that she could suck on Carol's thumb.

''Hmm, I love your mouth.'' Carol said, moving her thumb over Valkyrie's tongue, feeling her lick the digit and suck on it. ''But, there's something else you could be sucking on.''

Valkyrie moaned as she reached out to palm Carol's bulge, rubbing it and getting her girlfriend excited before the main event properly started. Valkyrie moved her fingers along the hem of Carol's pants and pulled them down so that she could release Carol's cock. The incredible shaft sprang out and despite Valkyrie thinking she was kneeling far enough away was slapped in the face by the length, not that she minded. She let the cock rest against her face, taking in the scent. Carol then gripped tightly on Valkyrie's hair, turning her head sideways and giving Valkyrie the chance to drag her tongue up and down the length of her cock, from the base all the way to the tip.

Valkyrie wanted to rush into the action and start working Carol's cock, but Carol wasn't willing to let Valkyrie take control again. She held onto Valkyrie's hair, preventing her moving as Carol started to slowly thrust her hips, letting Valkyrie's lips rub up and down her shaft. Because of the massive girth, Valkyrie needed to wrap two hands around the shaft and stroke it. She swirled her tongue around the tip, tasting the pre-cum that leaked out from the slit. Carol moaned with pleasure as Valkyrie began to lathe her cock with her tongue, sliding it down until she moved underneath and started to give her balls some much needed oral treatment. Valkyrie sucked and slobbered, coating Carol's balls with saliva.

''That's it, Val! You're such a good girl!'' Carol encouraged, enjoying the playful glare that Valkyrie shot her way.

She pulled on Valkyrie's hair to pull her head up. Knowing what to expect, Valkyrie opened her mouth as wide as she could and let Carol push her hips forward. Valkyrie sealed her lips around the head of the cock and began to suck. Carol grunted deeply like a satisfied animal, thrusting her cock deeper into Valkyrie's mouth. Valkyrie humming around the shaft added to the pleasure. It was a challenge for Valkyrie to open her mouth wide enough to take Carol's girth, but it was a challenge she was happy to take and one she managed to succeed in eventually. She moved her tongue along a strong vein bulging on the underside of the shaft as she started to bob her head up and down, taking Carol inch by inch into her mouth.

''Yes, take it all!'' Carol moaned in a rough tone. ''Suck my cock down to the base.''

Carol knew how rough she could be. They had already established a rule long ago that if it was becoming too much for Valkyrie to handle, she would pat Carol on the leg. But, no matter how relentless Carol was, even to the point where she was thrusting her length down Valkyrie's throat until she gagged, Valkyrie never gave up.

Valkyrie reached behind to cup Carol's ass, pushing her in further as Carol pumped herself deeper. Valkyrie's tongue massaged the length in her mouth, feeling it reach the back of her throat, choking her just the way she liked it. Carol began to thrust harder and faster as Valkyrie's eyes watered. As much as Valkyrie wanted to prove that she could top Carol, this was a moment where she was more than happy to just sit back and let Carol fuck her the way she wanted. Before long, Valkyrie could hear Carol grunt, meaning that she was getting closer to her orgasm.

''Val…I'm going to cum in your mouth!''

Carol grabbed Valkyrie's head and then rammed her throat down her girlfriend's throat as far as she could go. Valkyrie gagged as her nose was pressed against Carol's stomach and she felt Carol's massive, wet balls slap her chin. She moaned with delight as she felt Carol pour her load down her throat, trying to swallow as much as she could. It was a difficult task as Valkyrie's mouth was full and Carol was still firing thick threads of cum. It splashed out of her mouth, dribbling down the corners of Valkyrie's mouth. As much as she enjoyed the taste and the feeling of her mouth being used in such a way, it was the sound of Carol's heavy pants and groans that really drove Valkyrie crazy.

Once she was done, Carol pulled back, watching the bulge in Valkyrie's throat disappear. Her cock came back into view, a thick trail of saliva and cum connected the tip to Valkyrie's lips until the warrior woman licked her lips to savor the taste.

''Now for something you really like!'' Valkyrie said, catching Carol off guard by pulling open her top to free her breasts and moving her body forward over the still erect shaft.

Carol moaned as she felt her cock become pillowed between Valkyrie's boobs. She knew that Valkyrie knew that this was her weakness. The moment her length was nestled in the cleavage, she couldn't fight back or take control. Valkyrie grinned triumphantly as she pushed her breasts together over the cock and began to bounce up and down, massaging the length even tilting her head down to suck on the head of the cock that poked out from the top. It was a tactic that left Carol squirming and shaking. Valkyrie then reached down between her own legs, feeling her wetness running down her inner thighs. When her heads were soaked by her own juices she then reached for Carol's balls and groped them firmly.

''Fuck!'' Carol moaned, bucking her hips erratically so that she could fuck Valkyrie's breasts. However, the sensation was too overwhelming for her, and so soon after cumming, she could feel herself getting close to another release.

''Who's my good little captain?'' Valkyrie teased just as Carol exploded once again. It happened so quickly even Carol was shocked by it, but Valkyrie was more than happy to take the load all over her face. It wasn't nearly as much as before, but there was enough to paint Valkyrie's face with Carol's seed.

As soon as Carol collected herself, she grinned wildly down at Valkyrie. ''Now you've done it!''

Valkyrie squealed as she was grabbed by the warm and swung around. She ended up pinned down on the ground with her ass sticking out in the air. She looked over her shoulder as she felt Carol grab her hips. She was speechless as she felt Carol's cock pressing against her. She waited for the thrust that would connect them, but Carol didn't enter her. Valkyrie groaned both with frustration and arousal as she felt Carol tease her by running the head of her cock over her pussy, but never actually entering her.

''Come on, don't be like that,'' Valkyrie whimpered. She loved this and hated it at the same time.

Carol continued to rub her cock against Valkyrie's pussy, soaking it in her girlfriend's juices. She gripped Valkyrie's hips tightly, holding onto her as she thrust her own hips back and forth, letting her shaft slide over Valkyrie's wet pussy and on her soft thighs. Valkyrie tried to buck her hips backwards to try and get Carol's cock to slide inside of her, but it was no use with Carol's strength.

Carol then leaned forward to lick on Valkyrie's earlobe. ''Let me see if you're wet enough first.''

Powerless to do anything other than let Carol do as she wanted, Valkyrie felt Carol lower herself until her face was facing her girlfriend's rear. Carol glided her hands down until she was palming Valkyrie's ass cheeks and pulled them apart to revealing her gushing pussy. Carol then started to lap up her lover's juices, licking and sucking on Valkyrie's already sensitive pussy. Grinding herself on Carol's face, Valkyrie wanted to feel some kind of penetration, until it was her cock, Carol's tongue and fingers would do just fine. Then, Valkyrie gasped as Carol's tongue slid upwards until she was probing Valkyrie's back door. Just as boobs were Carol's weakness, this was Valkyrie's weakness.

''Oh yes!'' Valkyrie cried out as she felt Carol's tongue slide inside of her ass. Carol would never waste a chance to rim her girlfriend, knowing how much they both enjoyed it. The taste was different but just as pleasant, and Carol knew it was just what she needed to put Valkyrie in her place before the grand finale.

After her quick snack, Carol stood back up and moved herself into position behind Valkyrie, slowly sliding her huge cock inside of Valkyrie's pussy.

''Fuck yes! Fuck me!'' Valkyrie cried out with pleasure as Carol thrust into her, not stopping until her whole shaft was buried inside of her.

Valkyrie could barely keep herself up as she had her elbows and knees on the ground, trembling with anticipation and pleasure as Carol start to pound in and out of her from behind. Her legs shook and her eyes went wide as she felt every inch of Carol's thick and long shaft. Carol grunted as she rammed her cock in and out of Valkyrie's wet pussy. Valkyrie pushed her behind up a bit more, pressing it against Carol's stomach as her girlfriend fucked her hard and fast. She was screaming out Carol's name as she felt her pussy being stretched out by Carol's thick cock sliding in and out.

Because of Carol's earlier teasing and her hard fucking in the moment, Valkyrie could feel that she was already close to cumming. Her body shook as Carol slammed into her pussy over and over again. One of Carol's hands reached down to play with Valkyrie's bouncing breasts, groping them and pulling on her hard nipples as she fucked her over and over again. Valkyrie moaned and quaked as she came. Her eyes rolled into the back of her head as she enjoyed the blissful release.

''You came already?'' Carol said, playfully spanking Valkyrie's ass cheek as she kept pounding her cock in and out of her gushing pussy. ''We're not finished yet!''

''Good!'' That was all Valkyrie could say without screaming with pleasure as she was still coming down from her incredible orgasm.

Valkyrie bucked her ass backwards against Carol, now on her hands and knees as Carol fucked her from behind. She moaned as Carol spanked her again, harder than before. Valkyrie looked over her shoulder and watched Carol's hand come down on her ass, making her entire body shake. With every slap, her pussy clenched tighter around Carol's cock.

Carol smirked, massaging Valkyrie's red ass cheeks. ''Does my good girl enjoying being spanked as much as being fucked?''

Valkyrie nodded quickly. She didn't care if she had to admit defeat in this struggle to see who was the top, she just wanted this feeling to keep going for as long as possible. Valkyrie gasped as Carol spanked her again, her whole body jerked forward in response, but she then wiggled her ass at Carol, encouraging her to give her more. And Carol was more than happy to give Valkyrie what she wanted. She slapped her ass again and again. All the while, she didn't stop fucking Valkyrie. Carol kept on thrusting her cock in and out of Valkyrie's pussy while spanking her, turning Valkyrie's ass red.

''Carol,'' Valkyrie moaned, looking over her shoulder at her. ''Please fuck my ass! I need your cock inside my ass!''

Carol grinned wickedly, reaching forward to tug on Valkyrie's hair and pull it back. ''Who's the captain of this ship?''

''You are!''

''Say…please fuck my ass, Captain Marvel!''

Her words spurred Valkyrie closer to another orgasm. She could feel it rising up inside of her. She had to admit defeat. While she enjoyed control and being on top on occasion, there was no feeling quite like being beneath Carol and letting her be dominant. ''Please fuck my ass, Captain Marvel!''

Carol smiled as she stopped thrusting her hips and slowly pulled her cock out of Valkyrie's leaking pussy. She waited a second to give her girlfriend some time to recover. She knew that Valkyrie had incredible strength, but she was on another level so she had to be careful with going all out, even if Valkyrie insisted on it. She grabbed her cock and guided it towards Valkyrie's puckered rear entrance. Valkyrie braced herself as Carol pushed her shaft inside of her ass, slowly filling her. She almost buckled and fell on the floor as she was overwhelmed by the immense feeling of Carol's cock fucking her ass. It was far from the first time they'd done this, but it felt just as good each time for both of them. Aroused whines rolled out of the back of Valkyrie's throat as Carol fucked her ass.

She could tell that Carol was getting close as well, even if she wasn't as desperate as Valkyrie was. The slightly erratic way she slammed into her, the husky tone in her breathing gave Valkyrie little hints that Carol was soon about to explode. Valkyrie was already on the edge of her own orgasm, and now having Carol thrust her huge cock in and out of her ass was all that was needed for her to cum. Her screams echoed throughout the city as she squirted and gushed under Carol. She pushed backwards against Carol, her ass being stretched out by the thick shaft as pleasure surged through her so greatly that she was seeing stars, and not the ones she was familiar with.

''Oh fuck!'' Carol cried out, thrusting herself as deep into Valkyrie's ass as she could go.

''Yes do it! Cum inside me!'' Valkyrie screamed as she felt Carol spurt gallons of cum inside of her ass.

She was always amazed by how much Carol could shoot out no matter how many times they fucked. Carol seemed to have a never ending supply of seed to spray inside of and on Valkyrie. Valkyrie's mind blanked as she felt Carol pour hot, thick cum inside of her ass. She lost her balance as Carol pumped her load, falling onto the floor and letting Carol press her body down on top of hers. A full minute had passed before Carol had finally emptied herself inside of Valkyrie's ass.

Carol waited before she pulled out of her girlfriend. They both enjoyed this feeling a lot. Carol's cock buried in Valkyrie's ass which was leaking with the sows of their love-making. When Carol finally did pull out, Valkyrie whined at the loss of contact. Carol let out a tired grunt as a few more little jets of cum spurt out and landed on Valkyrie.

''Damn, Carol,'' Valkyrie said when she finally found the strength to speak, rolling onto her back as she gazed up at Carol who was kneeling above her. ''You were really trying to prove a point today.''

Carol smiled as she looked down at her half-naked, cum-drenched lover. ''And I think I proved my point. Who's the captain?''

When Valkyrie didn't say anything and only smirked, Carol knew that something was up. However, it was too late for her to act as she felt Valkyrie's foot brush against her half-hard cock. She shivered and groan as she felt Valkyrie take her shaft between both her feet and started to pump it.

''I don't know, you tell me.'' Valkyrie winked. While it was no secret to them both that Carol's weakness was boobs, Valkyrie had failed to mention that she knew of Carol's other weakness…her feet.

Carol tried to find the strength in her to take control again, but this round had to go to Valkyrie as she continued with her foot job, rubbing Carol's full length. Valkyrie let out a low and sensual chuckle that sent a shiver up Carol's back.

''Oh, you can be my wingman anytime.'' Carol moaned, giggling to herself as she leaned back and pushed her hips out.

Valkyrie smirked. ''Bullshit, you can be mine.''

Carol paused and stared at Valkyrie. ''Did you just…'' she gasped as one of Valkyrie's feet started to rub against her balls at the same time.

It was good to be the captain.

**XXX**

**HELLO MY SWEET SUPERSTARS! WHAT DID YOU THINK OF THIS MCU STORY WITH CAPTAIN MARVEL AND VALKYRIE? I HOPE THAT YOU LIKED IT. AS MUCH AS I WOULD LOVE IT, I DOUBT THAT THIS PAIRING WOULD ACTUALLY HAPPEN IN THE MOVIES, BUT THAT'S WHERE FANFICTION COMES INTO PLAY. DON'T BE AFRAID TO TELL ME WHAT YOU THOUGHT AND IF YOU'RE INTERESTED, I HAVE OTHER STORIES THAT YOU CAN CHECK OUT AND FUTURE ONES LISTED ON MY PROFILE PAGE TOO. I ALSO HAVE A POLL ON MY FANFICDOTNET PROFILE TO VOTE ON A FULL-LENGTH STORY WITHIN A CERTAIN FANDOM, SO YOU CAN HAVE A LOOK AND VOTE OR NOTIFY SOME FRIENDS WHO HAVE AN INTEREST ON THOSE PARTICULAR FANDOMS.**

**I HOPE THAT YOU ARE ALL STAYING SAFE. TA-TA FOR NOW.**


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